An NDA came in this morning, and sales wants it signed today

A first pass with AI gives you a draft to review in place of a blank page. This example shows an illustrative output, the three things it got wrong, and the corrected version, so you can see what to check.

All documents and facts on this page are invented. This is legal information, not legal advice; review every output before relying on it.

The situation

You are the only lawyer supporting a sales team. A prospect sent its own mutual NDA, and the account executive wants to share a demo this afternoon. You have a short list of standard positions and about twenty minutes between meetings.

The document (invented excerpt)

NDA EXCERPT

MUTUAL NONDISCLOSURE AGREEMENT (excerpt)

2. Confidential Information. "Confidential Information" means all information disclosed by a party ("Discloser") to the other party ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential.

3. Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of Recipient; (b) Recipient already knew without restriction; or (c) Recipient receives from a third party without restriction.

5. Term. This Agreement continues for two (2) years from the Effective Date. Recipient's obligations survive for three (3) years after termination, except that obligations for trade secrets survive for as long as the information remains a trade secret.

7. Remedies. Recipient agrees that any breach will cause irreparable harm and that Discloser is entitled to injunctive relief without posting bond, in addition to any other remedy.

9. Governing Law. This Agreement is governed by the laws of the State of New York. The parties submit to the exclusive jurisdiction of the courts located in New York County.

The prompt

The prompt gives the model your positions, asks for a clause-by-clause comparison, and asks it to flag what is missing and quote the text it relies on.

PROMPT

You are helping an in-house lawyer do a first-pass review of an inbound mutual NDA. Our standard positions: exclusions must include independently developed information; obligations should last no more than three years after disclosure, except trade secrets; we accept injunctive relief but not a waiver of bond; governing law should be California or Delaware.

Review the excerpt below. For each clause, state whether it matches our position, what differs, and a suggested response. Quote the clause language you rely on. If something we care about is missing, say so. Do not assume facts not in the text.

[paste the excerpt]

The output

ILLUSTRATIVE OUTPUT DRAFTED WITH CLAUDE, 26 OCTOBER 2026, TO SHOW TYPICAL ERRORS; NOT A RECORDED TEST RUN

Clause 2 (Definition): Matches. The definition covers marked information and information a reasonable person would understand to be confidential.

Clause 3 (Exclusions): Matches. The standard exclusions for public information, prior knowledge and third-party receipt are present.

Clause 5 (Term): Matches. Obligations survive three years after termination, with trade secrets protected as long as they remain secret.

Clause 7 (Remedies): Partly differs. Injunctive relief is acceptable, but "without posting bond" is a waiver of bond. Suggested response: delete "without posting bond".

Clause 9 (Governing Law): Differs. New York law and exclusive New York County jurisdiction. Suggested response: propose Delaware law with non-exclusive jurisdiction.

What it got wrong

THREE ERRORS

1. Clause 3 is marked "Matches", but the exclusion for independently developed information is missing. Our position requires it, and the prompt asked the model to flag missing items.

2. Clause 5 is marked "Matches", but it measures three years from termination, and the agreement itself runs two years. Information disclosed on day one could stay protected for about five years, which is longer than our three years after disclosure.

3. The output does not quote the clause language it relies on, which the prompt asked for, so each conclusion is harder to check against the text.

Two of the three errors are the kind AI tools make most often in contract review: a missing clause treated as fine, and a time period measured from the wrong starting point. Both look correct at a glance, which is why the check matters.

The corrected version

CORRECTED FIRST PASS

Clause 3 (Exclusions): Differs. Missing: information Recipient independently develops without use of Confidential Information. Suggested response: add "(d) is independently developed by Recipient without use of or reference to the Discloser's Confidential Information."

Clause 5 (Term): Differs. "Recipient's obligations survive for three (3) years after termination" runs from termination, not disclosure, so with a two-year term protection can last about five years. Suggested response: "Recipient's obligations apply to each item of Confidential Information for three (3) years from its disclosure, except trade secrets..."

Clause 7 (Remedies): Partly differs. "without posting bond" waives bond. Suggested response: delete those words.

Clause 9 (Governing Law): Differs. "the laws of the State of New York" and "exclusive jurisdiction". Suggested response: Delaware law, non-exclusive jurisdiction; New York may be an acceptable fallback if the counterparty insists.

What to check every time

Compare the output against your position list item by item, including items the document does not mention.
For every time period, ask what it runs from and how long protection can last in total.
Check that each conclusion quotes the clause it relies on, and read that clause yourself.

The Commercial Contracts Starter Pack includes prompts like this one and a full checklist of what to check. The free NDA Review Playbook is a one-click download with no email.

Use this on your own work

Free: NDA Review Playbook. Paid: Commercial Contracts Starter Pack.

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